Trintech Professional Services Terms

“We”, “Us”, and “Our” refers to Trintech and “You” and “Your” refers to Subscriber, Customer, or Licensee as defined in the Agreement. Each also referred to as a “Party” or jointly the “Parties”

Statements Of Work and Change Management. We will perform the mutually agreed upon Professional Services for You described in one or more Order Documents, work orders, work authorizations or statements of work (collectively “Statement Of Work” or “SOW”) as the Parties may agree to in writing from time to time. Each SOW, once executed by the authorized representatives of the Parties, shall become a part of the Agreement. Either Party may propose a change request to change the work ordered in the SOW (“Change Request”). Each Change Request shall specify the change(s) to the Professional Services or Deliverables, and the effect on the time of performance and on the fees owed to Us due to the change. Once executed by both Parties, a change order shall become a part of the SOW. No changes to the original SOW shall be implemented by Us unless a Change Request has been duly executed by both Parties.

Services Standards. The Professional Services will be performed in a professional and workmanlike manner, based on industry standards for the Professional Services that are being delivered.

Project Managers. Each Party will appoint a representative who will serve as their “Project Manager.” Each Project Manager will: (i) have overall responsibility for managing and coordinating performance of the Party; and (ii) meet with the other Party’s Project Manager to review progress and resolve any issues. Your Project Manager (or designated alternate) will be available whenever Our personnel are at Your premises. Either Party may change its Project Manager at any time upon written notice.

Acceptance. Acceptance of Professional Services will occur upon Our performance of the Professional Services. For Deliverables requiring acceptance testing, the Parties will develop and mutually agree upon an Acceptance Test Plan to be specified in the SOW.

We will notify You when a Deliverable is ready for acceptance testing. Within 5 business days after Our notice that a Deliverable is available for testing, (“Acceptance Period”) You will either sign the acceptance report provided by Us or notify Us in writing detailing any failure of the Deliverable to conform to the applicable requirements in the Statement of Work. Within a reasonable time, We will correct any such non-conformance and redeliver the Deliverable for a repeat of the acceptance testing process described above. In the event that We are unable to remedy the non-conformance, You may, as Your sole and exclusive remedy, either: (A) accept the Deliverable on an “AS IS” basis, subject to a reasonable price adjustment; or (B) return the affected Deliverable to Us and receive a refund of amounts paid to Us for such Deliverable.

Deliverables will be deemed accepted upon the earliest of (A) Your advising Us of acceptance; (B) at the end of the Acceptance Period if You fail to give written notice of non-conformance, or (C) Your use of the Deliverable for productive use.

Dependencies. You acknowledge that Our ability to deliver the Professional Services is dependent upon Your full cooperation with Us, and Your fulfillment of Your obligations specified in this Agreement and relevant Statement(s) of Work and Order Documents.

Similar Services. Nothing in this Agreement will prohibit Us from providing Professional Services similar to those provided hereunder to other of Our customers so long as none of Your Confidential Information is used in the provision of such services.